This document has been translated from the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.

June 3, 2022
To Shareholders with Voting Rights:
Yoshihiro Hasegawa
President
Harima Chemicals Group, Inc.
3-8-4 Nihonbashi, Chuo-ku, Tokyo,
Japan

NOTICE OF
THE 80th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We hereby inform you that the 80th Annual General Meeting of Shareholders of Harima Chemicals
Group, Inc. (the “Company”) will be held as described below.
We will hold the Meeting with measures to prevent COVID-19 in place. You may exercise your voting
rights in writing or via the Internet, etc. in lieu of attending the Meeting. Please review the attached
Reference Documents for the General Meeting of Shareholders and exercise your voting rights inaccordance with the “Guide to the Exercise of Voting Rights” (pages 2 through 3) no later than 5:20 p.m.
Japan time on Wednesday, June 22, 2022.
We will live-stream the General Meeting of Shareholders on the Internet, so that you can view it fromyour home and other places. Please refer to the “Guide to the Live-streaming” (page 4) for details.
1. Date and Time:Thursday, June 23, 2022 at 10:00 a.m. Japan time

2. Place:

Kago no ma
2F, Kakogawa Plaza Hotel
800 Mizonokuchi, Kakogawa-cho, Kakogawa-shi, Hyogo Prefecture(Please see the “Directions to the Site for the General Meeting of
Shareholders” on the back cover. (Japanese only))

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Consolidated Financial Statements for theCompany’s 80th Fiscal Year (April 1, 2021 - March 31, 2022) andresults of audits by the Accounting Auditor and the Audit &Supervisory Committee of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 80th Fiscal
Year (April 1, 2021 - March 31, 2022)
Proposals to be resolved:
Partial Amendments to the Articles of Incorporation
Proposal 1:
Election of Five (5) Managing Directors (Excluding Managing Directors
Proposal 2:Serving as Audit & Supervisory Committee Members)
Election of One (1) Managing Director Serving as Audit & Supervisory
Proposal 3:
Committee Member
Election of Two (2) Substitute Managing Directors Serving as Audit &Proposal 4:
Supervisory Committee Members
Revision of the Amount of Remuneration, etc. for Managing Directors
Proposal 5:Serving as Audit & Supervisory Committee Members-1-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Partial Amendments to the Articles of Incorporation

1. Reason for the proposal
The amendments to the Companies Act in 2019 have allowed companies to provide shareholders withreference documents for the general meeting of shareholders, etc. electronically, and listed companies
will be required to stipulate in their Articles of Incorporation that they shall provide information
contained in the reference documents for the general meeting of shareholders, etc. electronically on andafter September 1, 2022, the effective date of the amended Companies Act regarding measures forelectronic provision.
In line with the above changes, the Company proposes partial amendments to the Articles ofIncorporation as follows.
(1) The proposed Article 14, Paragraph 1 provides that information contained in the reference
documents for the general meeting of shareholders, etc. shall be provided electronically.
(2) The purpose of the proposed Article 14, Paragraph 2 is to establish a provision to limit the scopeof matters to be included in the paper copy to be sent to shareholders who have requested it.
(3) The provisions related to the internet disclosure and deemed provision of the reference documents
for the general meeting of shareholders, etc. (Article 14 of the current Articles of Incorporation)
will become unnecessary and will therefore be deleted.
(4) In line with the above establishment and deletion of the provisions, supplementary provisions
related to the effective date, etc. shall be established.
(Reference)
Electronic Provision is a system that allows a company to provide shareholders with reference
documents for general meeting of shareholders, etc. by posting them on its website and notifying
shareholders of the website address, etc. in the paper copy.
As electronic provision will be mandatory for listed companies, the Company will apply it, startingwith the next Annual General Meeting of Shareholders to be held on and after March 1, 2023.

-2-2. Details of the amendments
The details of the amendments are as follows.
Current Articles of Incorporation
Article 14 (Internet Disclosure and Deemed
Provision of Reference Documents for the
General Meeting of Shareholders, Etc.)
The Company may, when convening a general
meeting of shareholders, deem that it has
provided
information
toshareholders
pertaining to matters to be described orindicated in the reference documents for thegeneral meeting of shareholders, business
report, non-consolidated financial statements,
and consolidated financial statements, bydisclosing such information through theInternet in accordance with the provisions
provided for in the Ordinance of the Ministryof Justice.
<Newly established>(Amended parts are underlined.)
Proposed Amendments<Deleted>

Article 14 (Measures for Electronic Provision ofReference Documents for the General Meeting of
Shareholders, Etc.)
The Company shall, when convening a general
meeting of shareholders, provide information
contained in the reference documents for thegeneral meeting of shareholders, etc.
electronically.
2. Among the matters to be provided
electronically, the Company may choose not toinclude all or part of the matters stipulated in
the Ordinance of the Ministry of Justice in thepaper copy to be sent to shareholders who haverequested it by the record date for voting rights.

-3-

Current Articles of Incorporation
Supplementary provisions<Newly established>

Proposed Amendments
Supplementary provisions
Article 3 The deletion of Article 14 (Internet
Disclosure and Deemed Provision ofReference Documents for the General Meetingof Shareholders, Etc.) and the establishment of
Article 14 (Measures for Electronic Provisionof Reference Documents for the General
Meeting of Shareholders, Etc.) shall come into
effect on September 1, 2022.
2. Notwithstanding the provision of the preceding
paragraph, Article 14 (Internet Disclosure andDeemed Provision of Reference Documents
for the General Meeting of Shareholders, Etc.)
shall remain in force with respect to any
general meeting of shareholders held on or
before the end of February 2023.
3. These supplementary provisions shall bedeleted after March 1, 2023 or the date whenthree months have passed from the date of thegeneral meeting of shareholders set forth in thepreceding paragraph, whichever is later.

-4-

Proposal 2:

Election of Five (5) Managing Directors (Excluding Managing Directors Serving as Audit& Supervisory Committee Members)

The terms of office for all of the six (6) Managing Directors (excluding Managing Directors serving
as Audit & Supervisory Committee Members, the same shall apply hereinafter in this Proposal) will expire
at the conclusion of this Annual General Meeting of Shareholders. Accordingly, the Company proposes theelection of five (5) Managing Directors.
The candidates for Managing Directors have been determined at the Board of Managing Directors
meeting following the deliberations of the Nomination and Remuneration Committee, a voluntary advisory
body, a majority of which shall consist of Independent Outside Officers and which shall be chaired by an
Independent Outside Officer. In addition, no objections were raised in the review at the Audit &Supervisory Committee.
The candidates for Managing Directors are as follows:
No.

Current positions and responsibilities at theCompany

Name

1

Yoshihiro Hasegawa[Reappointment]

2

Teruo Kaneshiro[Reappointment]

President
Senior Executive Managing Director
Senior Managing Executive Officer
Senior Executive Managing Director
Senior Managing Executive Officer

3

Ichiro Taninaka[Reappointment]

Resins & Tall Oil Products Business Exercise
ControlPresident and CEO, LAWTER B.V.
Executive Managing Director

4

Tsutomu Nishioka[Reappointment]

Managing Executive Officer
R&D Exercise Control
R&D Company President
Executive Managing Director

5

Shunichiro Taoka[Reappointment]

Managing Executive Officer
Global Business Director
Corporate Planning Director

-5-

No.

Name
(Date of birth)

Yoshihiro Hasegawa(August 30, 1947)[Reappointment]
1

Career summary, positions, responsibilities,
and significant concurrent positions
April 1977
December 1977
August 1983
June 1985
May 1988
June 1988
November 1994
April 2004
October 2012
June 2014

2

Joined the Company
Managing Director
Executive Managing Director
Vice President
President, Harima Shoji, Inc. (currently Harima
Trading, Inc.) (current position)
President, the Company (current position)
President, Harima M.I.D., Inc. (current position)
Chairman, Shorai Foundation for Science andTechnology (current position)
President, Harima Chemicals, Inc. (current
position)
Chairman, LAWTER B.V. (current position)

Number ofshares of theCompany held

125,844[Reason for nomination as candidate for Managing Director]
Mr. Yoshihiro Hasegawa has been in charge of management of the Group as Managing Director for many years.
He possesses a proven track record of having led the entire Group to date as well as a wealth of experience andhigh level of insight in overall management. The Company has judged that they are indispensable to the
management of the Group, and therefore determined that he is qualified to continue to serve as Managing Director.
Joined Kobe Bank (currently Sumitomo Mitsui
April 1973
Banking Corporation)
February 2004
Accounting Director, the Company
Managing Director
June 2004
June 2009Management Senior Division Manager
June 2010
Executive Managing Director
Teruo Kaneshiro
October 2012
Accounting Director, General Affairs Director,(December 31, 1950)
Legal Affairs Director, Human Resources Director,
Public Relations Director
81,289Managing Director, Harima Chemicals, Inc.
October 2012
[Reappointment]
Head Office Group Management Control, theJune 2014
Company
Senior Executive Managing Director (current
June 2016
position)
June 2016
Senior Managing Executive Officer (current
position)
April 2020
Nomination and Remuneration Committee
Member (current position)[Reason for nomination as candidate for Managing Director]
Mr. Teruo Kaneshiro possesses a proven track record of having significantly contributed to the establishment of
the management division of the Group over many years as well as a wealth of experience and high level of insightin overall management. The Company has judged that they are indispensable to the management of the Company,
and therefore determined that he is qualified to continue to serve as Managing Director.

-6-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

Joined the Company
Development Director, Central ResearchLaboratory
June 2008
Operating Officer
June 2010
Managing Director
January 2011
Corporate Planning Director
Corporate Planning Director
October 2012
Information System Director
October 2012
Ichiro Taninaka
Auditing Director, Operation Director
October 2012
(March 12, 1968)
Executive Managing Director
June 2014
18,653
Managing Executive Officer
June 2014[Reappointment]
June 2014
President and CEO, LAWTER B.V. (current
position)
Senior Executive Managing Director, the Company
June 2020(current position)
June 2020
Senior Managing Executive Officer (current
position)
June 2021
Resins & Tall Oil Products Business Exercise
Control (current position)
Managing Director, Harima Chemicals, Inc.
June 2021(current position)[Reason for nomination as candidate for Managing Director]
Mr. Ichiro Taninaka possesses a proven track record of having led the R&D Exercise of the Group over many
years as well as a wealth of experience and high level of insight in overall management. He is also responsible
for the management of LAWTER B.V., a major overseas business of the Company, as President and CEO. The
Company has judged that they are indispensable to the management of the Company, and therefore determinedthat he is qualified to continue to serve as Managing Director.
April 1985
Joined Nitto Denko Corporation
June 2015
Senior Vice President and Board Member, General
Tsutomu Nishioka
Manager, CTO Corporate Technology Sector(December 16, 1962) December 2016 Advisor, the Company
13,505
Managing Executive Officer (current position)
April 2017
[Reappointment]
June 2017
Executive Managing Director (current position)
June 2017
R&D Exercise Control (current position)
June 2017
R&D Company President (current position)
April 1993
April 2005

3

4

[Reason for nomination as candidate for Managing Director]
Mr. Tsutomu Nishioka possesses a wealth of experience and high level of insight as a R&D person over many
years. The Company has judged that they are indispensable to the management of the Company, and therefore
determined that he is qualified to continue to serve as Managing Director.

-7-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1982
August 2008

Shunichiro Taoka(October 21, 1959)[Reappointment]
5

October 2012
October 2013
June 2015
June 2017
June 2017
June 2017
June 2017
June 2021
June 2021

Joined Taiyo Kobe Bank (currently Sumitomo
Mitsui Banking Corporation)
General Manager attached to Business Audit
Department (New York)
Auditing Director, the Company
Operating Officer
Global Business Group Director
Managing Director
Senior Operating Officer
Global Business Director (current position)
Corporate Planning Director (current position)
Executive Managing Director (current position)
Managing Executive Officer (current position)

Number ofshares of theCompany held

11,939[Reason for nomination as candidate for Managing Director]
Mr. Shunichiro Taoka possesses a high level of insight based on his many years of experience in global business
and wealth of experience in overall corporate management including overseas subsidiaries. The Company has
judged that they are indispensable to the management of the Group, and therefore determined that he is qualified
to continue to serve as Managing Director.

Notes: 1. Mr. Yoshihiro Hasegawa, a candidate for Managing Director, concurrently serves as Presidentof Harima Chemicals, Inc., from which the Company has received a debt guarantee.
2. Mr. Yoshihiro Hasegawa, a candidate for Managing Director, concurrently serves as Presidentof Harima Trading, Inc., to which the Company has provided intra-group loans.
3. Mr. Yoshihiro Hasegawa, a candidate for Managing Director, concurrently serves as Presidentof Harima M.I.D., Inc., to which the Company has provided intra-group loans.
4. There are no special interests between the other candidates for Managing Directors and theCompany.
5. The number of shares of the Company held by each candidate includes the candidate’s equity
interest in the Harima Chemicals Officers’ Shareholding Association.
6. The Company has entered into a directors and officers liability insurance agreement(management risk protection insurance agreement) with an insurance company, as stipulated
in Article 430-3, Paragraph 1 of the Companies Act, which is scheduled to be renewed in July
2022. The insurance agreement covers legal expenses and monetary damages to be borne byinsureds arising from corporate litigations, third party litigations, and derivative lawsuits. The
details of the agreement are as stated in the Business Report (page 32). If each candidate isreelected, he/she will be included as insured under said insurance agreement.

-8-

Proposal 3:

Election of One (1) Managing Director Serving as Audit & Supervisory Committee
MemberTo further strengthen corporate governance, the Company proposes the election of one (1) Managing
Director serving as Audit & Supervisory Committee Member.
The candidate for Managing Director serving as Audit & Supervisory Committee Member has been
determined at the Board of Managing Directors meeting following the deliberations of the Nomination andRemuneration Committee, a voluntary advisory body, a majority of which shall consist of Independent
Outside Officers and which shall be chaired by an Independent Outside Officer. In addition, the Audit &Supervisory Committee has given its prior consent to this Proposal.
The candidate for Managing Director serving as Audit & Supervisory Committee Member is asfollows.
Name(Date of birth)

Career summary, positions
and significant concurrent positions
September 1985
April 1991

Yuka Hayashi(February 18, 1961)[New appointment][Outside]

August 1998

July 2010
September 2015
September 2019

Joined Minato Audit Corporation (currently Ernst& Young ShinNihon LLC)
Registered as a certified public accountant (topresent)
Member (currently Partner), Century Audit
Corporation (currently Ernst & Young ShinNihon
LLC)
Senior Partner (currently Partner), ShinNihon &Co. (currently Ernst & Young ShinNihon LLC)
Governance Council member, Ernst & Young
ShinNihon LLC
Vice-Chairperson, Governance Council, Member,
Audit Committee

Number ofshares of theCompany held

0

[Reason for nomination as candidate for Managing Director serving as Audit & Supervisory Committee Member]Ms. Yuka Hayashi has been involved in accounting audit of corporations as a certified public accountant, andpossesses a high level of knowledge and extensive experience. Although she has not been directly involved incorporate management, the Company has determined that she is qualified to serve as Managing Director serving
as Audit & Supervisory Committee Member based on her experience and knowledge. The Company expects her
to provide oversight and advice on the business execution system and initiatives to address management issuesof the Company, etc. in her capacity as a corporate accounting expert if she is elected.

Notes: 1. There are no special interests between a candidate for Managing Director serving as Audit &Supervisory Committee Member and the Company.
2. Ms. Yuka Hayashi is a candidate for Outside Managing Director.
3. The Company has obtained prior consent from Ms. Yuka Hayashi to assume the position of
Outside Managing Director serving as Audit & Supervisory Committee Member of theCompany as of July 1, 2022 on the condition that this Proposal is approved.
4. The outline of a liability limitation agreement that the Company has entered into with Outside
Managing Director is as follows. The Company plans to enter into an agreement with Ms. Yuka
Hayashi in accordance with the provisions of Article 427, Paragraph 1 of the Companies Act
and the Articles of Incorporation of the Company to limit her liability for damages, as stipulated-9-in Article 423, Paragraph 1 of the Companies Act. The limit of liability for damages under theagreement is the minimum amount set forth by laws and regulations.
5. The Company plans to file with the Tokyo Stock Exchange a notification to establish that Ms.
Yuka Hayashi is an Independent Officer.
6. The Company has entered into a directors and officers liability insurance agreement(management risk protection insurance agreement) with an insurance company, as stipulated
in Article 430-3, Paragraph 1 of the Companies Act, which is scheduled to be renewed in July
2022. The insurance agreement covers legal expenses and monetary damages to be borne byinsureds arising from corporate litigations, third party litigations, and derivative lawsuits. The
details of the agreement are as stated in the Business Report (page 32). If the candidate iselected, she will be included as insured under said insurance agreement.

- 10 -

(Reference) Expertise and Experience of Managing Directors (skills matrix)
When Proposals 2 and 3 are approved as originally proposed at this Annual General Meeting of
Shareholders, expertise and experience possessed by each Managing Director are as follows.
Name

Current position and responsibilities

Yoshihiro
Hasegawa
Teruo
Kaneshiro

President

IchiroTaninaka

TsutomuNishioka

Shunichiro
Taoka

Hideo
YamadaTatsuya
Michigami
TsuneoTakahashi
Yuka
HayashiSenior Executive Managing
Director
Senior Managing Executive Officer
Senior Executive Managing
Director
Senior Managing Executive Officer
Resins & Tall Oil Products
Business Exercise Control
President and CEO, LAWTER B.V.
Executive Managing Director
Managing Executive Officer
R&D Exercise Control
R&D Company President
Executive Managing Director
Managing Executive Officer
Global Business Director
Corporate Planning Director
Managing Director serving as Audit& Supervisory Committee Member
Managing Director serving as Audit& Supervisory Committee Member(Outside)Managing Director serving as Audit& Supervisory Committee Member(Outside)Managing Director serving as Audit& Supervisory Committee Member(Outside)

Corporate
management

Financialaccounting

LegalInternationality

R&D/
Manufacturing

●

●

●

●

●

●

●

●

●

●

ESG

●

●

●

●

●

●

●

●

●

●

●

●

●

* The matrix above does not describe all knowledge and experiences possessed by each Managing Director.

- 11 -●

Proposal 4:

Election of Two (2) Substitute Managing Directors Serving as Audit & Supervisory
Committee Members

To prepare for any situation in which the number of Managing Directors serving as Audit &Supervisory Committee Members falls below the number prescribed by laws and regulations, the Company
proposes the election of two (2) Substitute Managing Directors serving as Audit & Supervisory Committee
Members in advance. The Company proposes to elect Mr. Daizo Matsuoka as a substitute for Mr. Tatsuya
Michigami, Mr. Tsuneo Takahashi, and Ms. Yuka Hayashi who are Outside Managing Directors serving as
Audit & Supervisory Committee Members, and Mr. Akio Kawabata as a substitute for Mr. Hideo Yamada
who is Managing Director serving as Audit & Supervisory Committee Member.
The candidates for substitute Managing Directors serving as Audit & Supervisory Committee
Members have been determined at the Board of Managing Directors meeting following the deliberationsof the Nomination and Remuneration Committee, a voluntary advisory body, a majority of which shallconsist of Independent Outside Officers and which shall be chaired by an Independent Outside Officer. In
addition, the Audit & Supervisory Committee has given its prior consent to this Proposal.
The candidates for Substitute Managing Directors serving as Audit & Supervisory Committee
Members are as follows.

No.

Name
(Date of birth)

1

Daizo Matsuoka(December 28, 1939)

2

Akio Kawabata(October 23, 1958)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1958
July 1994
July 1997
September 1998
April 1983
March 2002
June 2015
March 2019

Employed by Osaka Regional Taxation Bureau
Director, Corporation Taxation Division
Deputy Commissioner (Collection)
Established Matsuoka Tax Accountant Office (topresent)
Joined the Company
Section 2 Director, Central Research Laboratory
Internal Control Director (current position)
Auditing Director (current position)

Number ofshares of theCompany held

0600

Notes: 1. There are no special interests between each candidate for Substitute Managing Director serving
as Audit & Supervisory Committee Member and the Company.
2. Mr. Daizo Matsuoka is a candidate for Substitute Outside Managing Director serving as Audit& Supervisory Committee Member.
3. Reason for nomination of Mr. Daizo Matsuoka as candidate for Substitute Outside Managing
Director serving as Audit & Supervisory Committee Member: although Mr. Daizo Matsuoka
has not been involved in corporate management other than as Outside Managing Director
serving as Audit & Supervisory Committee Member, the Company has determined to nominate
him as a candidate for Substitute Outside Managing Director serving as Audit & Supervisory
Committee Member in the expectation that he will utilize his knowledge and experience he has
fostered over his years of tax practice in the audit system of the Company if he assumes officeas Outside Managing Director.
4. If Mr. Daizo Matsuoka assumes office as Managing Director serving as Audit & Supervisory
Committee Member, the Company plans to enter into a liability limitation agreement with him
in accordance with Article 427, Paragraph 1 of the Companies Act. The limit of liability fordamages for Managing Director serving as Audit & Supervisory Committee Member under the- 12 -

agreement shall be the minimum liability amount stipulated in Article 425, Paragraph 1 of theCompanies Act.
5. If Mr. Daizo Matsuoka assumes office as Managing Director serving as Audit & Supervisory
Committee Member, the Company plans to file with the Tokyo Stock Exchange a notification
to establish that he is an Independent Officer.
6. The Company has entered into a directors and officers liability insurance agreement(management risk protection insurance agreement) with an insurance company, as stipulated
in Article 430-3, Paragraph 1 of the Companies Act, which is scheduled to be renewed in July
2022. The insurance agreement covers legal expenses and monetary damages to be borne byinsureds arising from corporate litigations, third party litigations, and derivative lawsuits. The
details of the agreement are as stated in the Business Report (page 32). If the candidate assumes
office as Managing Director serving as Audit & Supervisory Committee Member, he will be
included as insured under said insurance agreement.

- 13 -

Proposal 5:

Revision of the Amount of Remuneration, etc. for Managing Directors Serving as Audit &Supervisory Committee Members

At the 73rd Annual General Meeting of Shareholders held on June 25, 2015, it was approved that the
total amount of remuneration for Managing Directors serving as Audit & Supervisory Committee Members
shall be set within 48 million yen per annum and has remained unchanged to this day. In order to respondto an increase in the number of Managing Directors serving as Audit & Supervisory Committee Members,
etc. for the purpose of further strengthening the Company’s corporate governance structure, pursuant to
the provisions of Article 361, Paragraphs 1 and 2 of the Companies Act, the Company proposes to revise
the total amount of remuneration for Managing Directors serving as Audit & Supervisory Committee
Members to within 65 million yen per annum, also taking into consideration the economic environmentand other circumstances.
This proposal has been resolved at the Board of Managing Directors meeting following
comprehensive consideration of the Company’s management structure, future changes in economic
environment, and other factors, based on the report of the Nomination and Remuneration Committee that
it is in line with the “Policy for Determining the Amount of Remuneration, etc. for Managing Directors or
Its Calculation Method (Determination Policy)” as stated in the Business Report (page 33). Therefore, theCompany believes that details of this proposal are reasonable.
Currently, the number of Managing Directors serving as Audit & Supervisory Committee Members isthree (3) (including two (2) Outside Managing Directors serving as Audit & Supervisory Committee
Members), and the number of Managing Directors serving as Audit & Supervisory Committee Members
as stipulated in Article 17 of the Articles of Incorporation of the Company shall be five (5) or less. If
Proposal 3 is approved as originally proposed, the number of Managing Directors serving as Audit &Supervisory Committee Members will be four (4) (including three (3) Outside Managing Directors serving
as Audit & Supervisory Committee Members).

- 14 -